Material Transactions

In June, 2015, Company’s majority-owned
subsidiary, Mia Development LLC (“Mia”), entered into a long-term tenancy agreement with First State Compassion Center,
Inc. (“FSCC”) for the lease of Mia’s state-of-the-art medical cannabis facility in Delaware. FSCC is one of the
companies to be awarded a medical marijuana license in the state.

Prior to the execution of the lease with Mia,
in January 2015, FSCC issued a promissory note to Mia in the amount of $1,100,000, payable in monthly installments at 12.5% interest
per annum over a 5-year term. In May 2016, when the outstanding principal balance was $688,408, the promissory note was amended
to extend the amortized monthly installments to April 2026. The balance of the promissory note on June 30, 2017 and December 31,
2016 was $693,214 and $664,297, respectively.

In April 2015, the Company’s majority-owned
subsidiary, Mari Holdings IL LLC (Mari”), entered into a long-term agreement with two companies that have been awarded medical
marijuana licenses in the state of Illinois to lease Mari’s two state-of-the-art medical cannabis facilities in the state.